§1 Scope & Contract Language

The following General Terms and Conditions (AGB) are an integral part of all contracts (in both written and electronic form) concluded between SnapNext GmbH + Co KG (hereinafter referred to as "SnapNext") and a contracting natural or legal person (hereinafter referred to as "contracting party").

By accepting an offer or receiving a service provided by SnapNext, the contracting party acknowledges and confirms these AGB. The acceptance of the offer must be made in writing, whereby an email to SnapNext is sufficient. A signature on the offer is not required.

Contradictory, supplementary, or differing terms from the contracting party do not become part of the contract. Individual agreements (including supplements, changes, and side agreements, provided they comply with these AGB) require written form and must be signed by both parties.

These AGB also apply (without a renewed reference to their applicability) to subsequent orders, follow-up contracts, and all other future contracts with SnapNext that the contracting party concludes.

§2 Offers & Contract Conclusion

The contracting party receives an offer from SnapNext, which requires written acceptance by the contracting party (order placement). Subsequently, a counter-confirmation by SnapNext follows through an order confirmation. Until this point, the acceptance of the offer is only legally binding through the contracting party.

All prices are net prices and are plus the applicable statutory VAT, unless otherwise stated.

§3 Services & Implementation

SnapNext provides services in the areas of consulting, conception, design, software programming, and product development according to the service agreement and booked options.

The service to be provided, the timeframe, and the payment modalities are defined in the offer and are made legally valid by mutual acceptance and confirmed by SnapNext through the order confirmation.

Promises that interfere with or supplement the services to be provided under the contract are only valid if there is a written confirmation from an authorized person and these are documented in writing (see §1 Abs.3).

§4 SnapNext is entitled to have all offered services performed by third parties.

Within the framework of the order, SnapNext has basic design freedom in implementation, provided no other specifications are made by the contracting party at contract conclusion (e.g. through the specifications).

If there are changes and/or additional orders during a project, these will, unless otherwise agreed (e.g. through a framework contract), be billed at SnapNext's regular hourly or daily rates.

If drafts, concepts, and services are used again and/or in a substantially larger temporal/spatial/content scope than originally agreed upon, the contracting party is obliged to pay an appropriate fee for this additional, previously unagreed type and duration of use to SnapNext.

§5 Payment Terms & Compensation

The compensation to be provided by the contracting party to SnapNext is generally due immediately upon receipt of the invoice or in accordance with the contractual or in the order confirmation agreed payment terms without deductions.

Unless expressly agreed otherwise, all invoices from SnapNext are due and payable without deductions after invoicing and receipt by the contracting party within the payment period specified in the invoice. A reminder is not required for the debtor to be in default. The amount due will be subject to the applicable statutory default interest rate during the default period and may be charged and itemized as a reminder fee.

Invoices are deemed accepted by the contracting party if they are not objected to in writing to buchhaltung@snapnext.de within 10 working days after receipt. If an error in the issued invoice is discovered after this period, both the contracting party and SnapNext may demand a correction based on legal claims.

SnapNext is entitled to demand a reasonable deposit of up to 50% of the agreed contract sum upon concluding the contract against invoice.

If the implementation of the assignment by SnapNext takes longer than one month, SnapNext is also entitled to invoice monthly and/or in other intervals, partial rates at its discretion, regardless of whether (partial) acceptances have been agreed upon and/or taken place.

The offsetting against claims of the contracting party is excluded unless these are undisputed or legally established.

§6 Early Termination

If the contracting party terminates before the conclusion of a project, the parties agree on a flat-rate expense compensation of 25% of the original net order value. SnapNext reserves the right to prove and additionally charge any higher, specific damage. Special custom designs, services already rendered, and already purchased hardware must always be paid in full.

A termination must be made in writing.

§7 Copyrights / Usage Rights

Drafts, concepts, and services created by SnapNext may not be modified without its explicit consent, neither in the original nor in reproduction. The right to modifications is not granted unless explicitly agreed otherwise. The inherent and non-essential changes for use, especially modifications and additions of content and editorial nature, are included in the granting of rights.

A use for third-party/foreign products is expressly excluded, as is any sublicensing of any kind. The transfer of usage rights to third parties (sublicensing) requires the express and written consent of SnapNext, which may also require additional compensation from the contracting party and a separate agreement between SnapNext and the sub-licensee.

Any complete and/or partial imitation of the produced drafts, concepts, and/or works is forbidden. Intellectual property as well as copyright remain with SnapNext. In case of a violation, SnapNext reserves the right to assert all legal claims, whether claims for cease and desist and/or damages.

SnapNext grants the contracting party only the non-exclusive usage rights required for the respective purpose of use for the agreed duration, agreed territories, and the agreed content scope. No ownership rights are transferred in any case.

The contracting party is only granted the usage rights for the contractually agreed services upon full payment of the agreed compensation, unless otherwise agreed in writing. Prior use is expressly not permitted for the contracting party. In case of non-full payment, SnapNext has the right to assert claims for cease and desist and/or damages.

The ideas, concepts, prototypes, demos, and drafts created by SnapNext for coordination may only be used by the contracting party for the purpose of viewing and testing. The use on the contracting party's homepage, provision to third parties, or similar purposes such as further processing a draft for own presentations is expressly prohibited.

§8 Obligations & Liability of the Contracting Party

The contracting party is obliged to check the material provided for orders for any violations of copyright, performance protection, trademarks, names, competition, personality, and other rights, and to obtain any necessary permissions for use and subsequently provide this to SnapNext.

The contracting party assures that it is authorized to use all materials and templates provided for use by SnapNext, has carefully checked the content, and that they are free from third-party rights. Any related claims from third parties are the responsibility of the contracting party. SnapNext is released from such claims, including the costs of legal action. The responsibility for any text contents, images, audio and visual recordings, trademarks, or other content lies solely with the contracting party. The contracting party indemnifies SnapNext upon first request from all claims that third parties raise against SnapNext due to circumstances or behaviors for which the contracting party bears responsibility or liability under the contract.

§9 Licenses

SnapNext will provide individual services and value creations for each order or project. Typical design styles (lines, gradients, colors, etc.) or individual graphic elements (icons, buttons, etc.) or code will necessarily be reused by SnapNext for specific, different order/project processing, so that the contracting party does not acquire exclusive usage rights in relation to the above-mentioned works of SnapNext, even after acquiring a usage right. SnapNext expressly reserves the right to use the codes, design lines, and graphic elements used in other orders/projects and/or have them used. Should SnapNext, in individual cases, use graphics or fonts from freely usable graphic collections or design collections, it cannot be ruled out that individual design components used for this order by SnapNext may also be used independently from SnapNext by other users of these collections. No claims can be raised against SnapNext in this regard, to which the contracting party expressly agrees. SnapNext also reserves the right to multiple use of the mentioned components.

In the case of commissioning exclusive value creations, etc., the respective services for which the contracting party would like to obtain exclusive usage rights must be expressly designated in the award of contract. Any additional licensing fees incurred for third parties in this context must always be borne by the contracting party and the necessary rights to be obtained from third parties must be secured. The exact details must be explicitly agreed upon in writing between the parties in individual cases; otherwise, non-exclusive usage rights remain in doubt. By placing an order, the contracting party expressly acknowledges this regulation.

§10 Submission, Correction, Acceptance, Complaints

Submission deadlines require written agreement and are recorded in the offer or the order confirmation. If the contracting party does not promptly review drafts, demos, test versions, etc., the agreed period will be interrupted. A prompt review and feedback must take place within five (5) working days. The interruption is counted from the 6th working day after notifying the contracting party until the day of receipt of its feedback.

If the contracting party requests changes after placing an order that affect the duration and thus also the agreed submission deadlines by SnapNext, the submission deadlines will be extended accordingly for the additional time required for the requested changes. In case of delay by SnapNext, the contracting party is only entitled to exercise its legally due rights after setting an appropriate grace period of at least two weeks.

Changes and correction loops are generally included in the number specified in the performance description in SnapNext's offers. Should further changes and corrections be desired by the contracting party that are not covered by the estimated effort in the order placement, SnapNext will inform the contracting party in advance and coordinate this with them. Change requests must be made in writing. Additional efforts will be compensated according to §3 Abs. 7 of this AGB.

SnapNext assumes no liability for orally or telephonically ordered changes.

The acceptance, as well as the interim acceptances, must be made in writing through a release note, whereby an email to SnapNext is sufficient. In the case of a jointly used Jira board (or similar), acceptance takes place through appropriate labeling by an authorized person from the contracting party. If no detailed written complaint about defects is made within a period of 14 days after the delivery of the project results (concepts, drafts, websites, shop programming, graphics, products, etc.), the delivered project results shall be deemed accepted or approved. Vacation times do not interrupt these regulations. They must be announced in good time by both sides. A lead time of at least four weeks is considered timely.

Any complaints must be made immediately after receiving the work results.

§11 Services by Third Parties

SnapNext is entitled to assign the services necessary for contract fulfillment to third parties (subcontractors).

If the contracting party concludes contracts for outsourced services with third parties and the completion of the services contracted with SnapNext depends on these outsourced services, the following applies: In principle, the final acceptance of the non-contract services not commissioned by SnapNext occurs after the completion of the services by the contracting party's chosen third party, provided that these services are subsequently essential for SnapNext's acceptance of the agreed service. The contracting party must expressly point this out at the conclusion of the contract and immediately inform SnapNext of the completion deadline of the third party upon its becoming known. If timely completion does not occur, SnapNext will set the contracting party an appropriate deadline for (final) acceptance. If this deadline passes without result, the (final) acceptance cannot still be performed due to the lack of completion of the services by third parties, acceptance is deemed fictitious. In such cases, the contracting party will not invoke an impossibility of (final) acceptance.

§12 Mediation of Storage Space and Domain Names

Insofar as it concerns the mediation of cloud and hosting services, the Terms and Conditions of the respective web host/provider apply accordingly. The contracting party enters into such agreements directly with the third party. Should SnapNext do this on behalf of the contracting party by proxy, SnapNext assumes no liability for this. The contracting party is responsible for continuously managing existing agreements and maintaining them.

In obtaining internet domains and providing data on servers (web hosting), SnapNext acts solely as a mediator between the contracting party and the organizations for domain allocation or web hosting. SnapNext has no influence on domain allocation and the provision of data on servers (web hosting) and therefore assumes no guarantee that the domains requested by the contracting party are free of third-party rights or that they will remain in existence and that the data provided on servers is accessible at all times. The contracting party hereby indemnifies SnapNext from any claims from third parties based on the unlawful use of an internet domain or inaccessible server data, upon first request.

§13 Warranties & Defects

The warranty rights are governed by statutory regulations. If services are based on certain software and/or services of third parties, and this software/services are not continued, suspended, changed, are defective, or have security gaps, SnapNext is not liable for this. Liability by SnapNext for software/services of third parties is excluded.

If services are processed by the contracting party, the warranty rights expire. For maintenance, SnapNext is only liable if this is explicitly mentioned and commissioned in the written order.

§14 Liability

SnapNext is only liable for damages that it or its vicarious agents intentionally or grossly negligently cause.

SnapNext is not liable for the competitive and trademark law permissibility and registration capability of its drafts and conceptual and programming work as well as other design works.

§15 Data Protection

Personal data of the contracting party required for business transactions may be stored on data carriers, (cloud) servers, and in programs essential for business operations. SnapNext undertakes to treat all information and personal data that becomes known in the course of the assignment confidentially.

§16 Data Processing

The client is solely responsible in terms of end-user data that he obtains via SnapNext, in the sense of the GDPR. The client must ensure compliance with all data protection regulations.

Insofar as SnapNext processes personal end-user data for the client, this requires a separate processing agreement. This will be concluded no later than at the conclusion of a service contract.

SnapNext is entitled to track usage for optimization purposes and to evaluate data anonymously (e.g. visits per day, bounce rates, desktop vs. mobile usage). No processing of personal data takes place during this.

The client can choose where to forward end-user responses. By default, the customer receives an informational email. In addition, integration with Google Sheets or selected CRM systems is possible upon request. Such integrations are always initiated and set up by the client. A data forwarding set up by the client cannot be controlled by SnapNext.

§17 Final Provisions

The contracting party is only entitled to assign claims arising from this contract with SnapNext's prior written consent.

Side agreements to the contract or to these AGB require written form for their effectiveness.

The law of the Federal Republic of Germany is deemed agreed upon, even for services rendered abroad.

If individual provisions of these AGB are partially or wholly ineffective or require supplementation, the effectiveness of the remaining provisions shall remain unaffected. All parties commit to replace the invalid or supplemental provisions with a meaningful but effective regulation that comes closest economically and legally to the intended provision.